UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

______________________________
:
In the Matter of : ORDER INSTITUTING PUBLIC
: PROCEEDINGS AND OPINION AND
JERRY M. WALKER, CPA, : ORDER PURSUANT TO RULE 102(e)
: OF THE COMMISSION'S
Respondent. : RULES OF PRACTICE
_____________________________:

I.

The Securities and Exchange Commission deems it appropriate and in the public
interest that public administrative proceedings be, and hereby are, instituted
against Jerry M. Walker ("Walker") pursuant to Rule 102(e) of the
Commission's Rules of Practice.1

II.

Walker has submitted an Offer of Settlement to the Commission in anticipation
of the institution of this administrative proceeding. The Commission has
determined that it is appropriate and in the public interest to accept Walker's
Offer of Settlement. Solely for the purposes of this proceeding and any other
proceeding brought by or on behalf of the Commission or in which the Commission
is a party, and without admitting or denying the findings herein, except that
Walker admits the jurisdiction of the Commission over him and over the subject
matter of this proceeding, Walker consents to the entry of this Order
Instituting Public Proceedings and Opinion and Order Pursuant to Rule 102(e) of
the Commission's Rules of Practice (the "Order").

Accordingly, IT IS ORDERED that proceedings pursuant to Rule 102(e) of the
Commission's Rules of Practice be, and hereby are, instituted.

Jerry M. Walker, age 54, was since 1993 an inactive certified public
accountant licensed in the State of California, and in 1997 his license expired.
During the relevant time period, Walker served as the CEO of Unison HealthCare
Corporation ("Unison"), as well as its president and a board member.
He resigned from his positions at the board's request in April 1997. Walker
practiced before the Commission within the meaning of Rule 102(f) of the
Commission's Rules of Practice by preparing or reviewing, or being responsible
for the preparation or review, of Unison's financial statements that were filed
with the Commission.

B. Unison HealthCare Corporation

Unison, a Delaware corporation with principal executive offices in
Scottsdale, Arizona, owned and operated more than 50 health care facilities in
1996. Unison registered its securities with the Commission under Section 12(g)
of the Securities Exchange Act of 1934 (the "Exchange Act") and was
required to file periodic reports with the Commission pursuant to Section 13(a)
of the Exchange Act. During the relevant period, Unison's common stock was
listed for trading on the NASDAQ National Market System. Unison filed for
bankruptcy reorganization in May 1998, and subsequently changed its name to
Raintree HealthCare Corporation.

C. Facts

1. The Commission filed an action in the United States District Court for the
District of Arizona on September 27, 1999 alleging that Walker and other
officers of Unison made unsupported adjustments in financial accounting records
that materially inflated Unison's net income for two consecutive quarters in
1996.

2. The Commission's complaint alleges that Walker and Unison's controller
created an unsupported journal entry that materially increased Unison's Medicare
revenue for the second quarter of 1996. The complaint alleges that this
adjustment to Unison's second quarter financial statements artificially inflated
net income by a material amount. The complaint alleges the amount was material
because it boosted Unison's quarterly net income from a relatively insignificant
$54,000, or $.00 per share, to a substantial gain of $851,000, or $.21 per
share.

3. The complaint further alleges that Walker, the controller, and the CFO
created unsupported journal entries that materially increased Medicare
receivables and materially decreased expenses for the third quarter of 1996. The
complaint alleges that the adjustments to Unison's third quarter financial
statements artificially inflated net income by material amounts. The complaint
alleges that $3.391 million adjustment to revenues and the $1.7 million
adjustment to expenses were material because they enabled Unison to report
positive net income of $1.2 million, or $.30 per share, rather than a loss of
almost $4 million.

4. The Commission's complaint alleges that the $800,000 adjustment, as well
as the $3.391 million and $1.7 million adjustments, lacked support in the
company's records. The complaint alleges that the unsupported adjustments to net
income enabled Unison to publicly report positive earnings in line with analysts
estimates for the second quarter of 1996 and its own announced estimates for the
third quarter of 1996. The complaint alleges that Unison's Forms 10-Q filed for
the second and third quarters of 1996 were materially false and misleading.
Unison later restated its results of operations to report a pretax loss of
nearly $15 million for the nine-month period that included both quarters.
Finally, the complaint alleges that Walker knew or was reckless in not knowing
that each contained materially false and misleading information because Unison's
financial statements included unsupported accounts receivable, revenue, and
expenses.

5. Without admitting or denying the allegations in the Commission's
complaint, Walker, in his Consent of Defendant Jerry M. Walker, agreed to the
entry of an order of the federal district court imposing sanctions.

6. On September 30, 1999, in SEC v. Jerry M. Walker,
Civ-99-1737-PHX-ROS, the United States District Court for the District of
Arizona entered a Final Judgment of Permanent Injunction and Other Relief as to
Defendant Jerry M. Walker permanently enjoining Walker from:

(b) Violating Section 13(b)(5) of the Exchange Act and Rules 13b2-1 and
13b2-2 thereunder; and

(c) Aiding and abetting violations of Section 13(a) of the Exchange Act and
Rule 13a-13.

IV.

ORDER

In view of the foregoing, the Commission deems it appropriate and in the
public interest to accept the Offer of Settlement submitted by Walker and,

IT IS HEREBY ORDERED, effectively immediately, that:

A. Walker be, and hereby is, denied the privilege of appearing or practicing
before the Commission as an accountant pursuant to Rule 102(e) of the
Commission's Rules of Practice.

B. Five (5) years from the date of this Order, Walker may apply to the
Commission by submitting an application to the Office of the Chief Accountant
requesting that he be permitted to resume appearing or practicing before the
Commission as:

1. a preparer or reviewer, or a person responsible for the preparation or
review, of financial statements of a public company to be filed with the
Commission upon submission of an application satisfactory to the Commission in
which Walker undertakes that, in his practice before the Commission, his work
will be reviewed by the independent audit committee of the company for which he
works or in some other manner acceptable to the staff of the Commission.

2. an independent public accountant upon submission of an application to the
Office of the Chief Accountant of the Commission containing a showing
satisfactory to the Commission that:

(a) Walker, or any firm with which he is or becomes associated in any
capacity, is and will remain a member of the SEC Practice Section of the
American Institute of Certified Public Accountants Division for CPA Firms
("SEC Practice Section") as long as he appears or practices before the
Commission as an independent accountant;

(b) Walker, or any firm with which he is or becomes associated, has received
an unqualified report relating to his or the firm's most recent peer review
conducted in accordance with the guidelines adopted by the SEC Practice Section;
and

(c) Walker will comply with all applicable SEC Practice Section requirements,
including all requirements for periodic peer reviews, concurring partner
reviews, and continuing professional education, as long as he appears or
practices before the Commission as an independent public accountant.

C. The Commission's review of any request or application by Walker to resume
appearing or practicing before the Commission may include consideration of, in
addition to the matter referred to above, any other matters relating to Walker's
character, integrity, professional conduct, or qualifications to appear or
practice before the Commission.

By the Commission.

_______________________
Jonathan G. Katz
Secretary

Footnotes

1Rule 102(e)(3)(i), in
relevant part, provides that the Commission may suspend from appearing or
practicing before it any accountant who by name has been permanently enjoined,
by a court of competent jurisdiction in an action brought by the Commission,
from violating or aiding and abetting any violation of any provision of the
federal securities laws or the rules and regulations thereunder. 17 C.F.R. §
201.102(e)(3)(i).

2The findings herein are
made pursuant to Walker's Offer of Settlement, and are not binding on any other
person or entity in this or any other proceeding.